Special Committees

At Morris Nichols, the skill and commitment of our attorneys is matched by the depth of their knowledge in each of their practice areas.

Directors, officers and other governing authorities of Delaware entities generally owe fiduciary duties to the entities’ equity holders (and, at times, creditors) and those fiduciary duties are governed by Delaware law.  Because Morris Nichols has only one office – in Wilmington, Delaware – our attorneys focus on the nuanced body of Delaware case law governing fiduciary duties, which is a body of case law that has been developing for over a century.  

When a potential transaction creates an actual or potential conflict of interest in the boardroom, directors will often form a “special committee” of disinterested directors to address that conflict in an effort to protect the transaction from scrutiny and minimize the potential liability of directors.  Such conflicts may include proposed going-private transactions or other transactions with a controlling stockholder or conflicted board, drop-down transactions in the master limited partnership context, or demands to sue one or more of the entity’s directors. 

Our counseling attorneys and litigators work together to advise directors on all aspects of the special committee process, including drafting the committee charter to ensure the committee members are granted the authority they need to carry out their mandate, identifying and assisting with the retention of financial advisors, advising the committee members throughout the process to ensure they meet the standards for director conduct, drafting transaction documents, and defending the members of the committee in any litigation arising out of their work.

Attorneys

Kevin M. Coen

Kevin M. Coen

Partner

Tel: (302) 351-9301
kcoen@mnat.com
Corporate & Business Litigation

John P. DiTomo

John P. DiTomo

Partner

Tel: (302) 351-9329
jditomo@mnat.com
Corporate & Business Litigation

S. Mark Hurd

S. Mark Hurd

Partner

Tel: (302) 351-9354
shurd@mnat.com
Corporate & Business Litigation

Donald E. Reid

Donald E. Reid

Partner

Tel: (302) 351-9219
dreid@mnat.com
Corporate & Business Litigation

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